terms & conditions

Freshonline Marketing Ltd Terms and Conditions

DEFINITIONS

Agreement – the Agreement attached to these Terms and Conditions.
Confidential Information – all information relating to the Project and Your business and affairs which either Party directly or indirectly receives or acquires from the other Party or any representative of the other party whether in writing, by electronic mail or orally and which is not otherwise already in the public domain.
Completion – written confirmation from Us that the Services have been completed in accordance with this Contract.
Contract – the Proposal, Agreement and Terms form collectively, the Contract.
Deposit – The agreed deposit sum/set up fee of the total value of the Services, as set out in the Proposal, payable upon signing the Agreement and in advance of the commencement of the Services.
Final date for payment – the date, specified in each invoice, by which a payment that is due shall be paid.
Monthly Fee – the fees for retained services, as set out in the Proposal.
Notice to Terminate – Written confirmation from one party to another that it wishes to terminate the retainer and as such, triggering a 28-day period after which the Agreement will terminate, or unless served under clause 13.13.
Party/parties – the signatories to the Agreement, You and Us, as described in the Agreement.
Project – as described in the Proposal and referred to in the Agreement.
Proposal – the Proposal attached to these Terms and Conditions and forming part of the Contract.
Services – the professional services to be performed by Us, either as a Project, Retainer or Ad-hoc basis, as specified in the Proposal, which may be varied by agreement.
Start date – the anticipated date at which the Services are to begin, as set out in the Agreement.
Third-party Suppliers – suppliers, other than Us, that supply Goods, from whom we may procure Goods on your behalf as Agent.
Working hours – standard working hours are Monday to Friday, between 9am and 5pm, excluding UK bank holidays and public holidays, unless otherwise agreed in writing between You and Us.

The provision of this Agreement continue to bind You and Us as long as necessary to give effect to the Parties’ respective rights and obligations.

The captions and headings throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, modify, or add to the interpretation, construction, or meaning of any provision of or scope or intent of this Agreement.

Information we give you

By law, the Consumer Agreements (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding Agreement between you and us is made. We will give you this information in a clear and understandable way. Typically, our representative will give you this information before you buy the Services from us. Some of this information is also set out in this Agreement, such as information on our complaint handling policy.

We will give you information on:
• the main characteristics of the Services you want to buy;
• who we are, where we are based and how you can contact us;
• the total price of the Services including any taxes (or where this cannot reasonably be worked out in advance, the manner in which we will work out the price);
• the arrangements for payment, delivery, performance, and the time by which we will perform the Services;
• the main characteristics of the services you want to buy
• how to exercise your right to cancel the Agreement and the costs of doing so
• our complaint handling policy;
• the fact that we are under a legal duty to supply Services that are in conformity with the Agreement;
• our after-sales services; and
• our commercial guarantees.

The key information we give you by law forms part of this Agreement (as though it is set out in full here).

If we have to change any key information once a legally binding Agreement between you and us is made, we can only do this if you agree to it.

Please read the following important terms and conditions before you buy anything from us and check that they contain everything which you want and nothing that you are not willing to agree to.

1. Information about Us
1.1. Freshonline Marketing Limited, which is a private limited company registered in England under number 07101130, whose registered address is Innovation Centre, Highfield Drive, St. Leonards-On-Sea, East Sussex, United Kingdom, TN38 9UH.
1.2. You can contact Us by phone at 01412 400090 or by email at hello@freshonline.net.

2. Introduction
2.1. These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and You. Before signing the Agreement, please ensure that You have read these Terms and Conditions carefully. If You are unsure about any part of these Terms and Conditions, please ask Us for clarification.

3. Ordering Services from Us
3.1. Below, We set out how a legally binding agreement between You and Us is made.
3.2. Any fee estimate given by Us prior to Your acceptance of Our Proposal is not a binding offer by Us to supply such Services.
3.3. We only offer to provide Services when We have sent You Our Proposal and Agreement with these Terms (collectively, the “Contract”). At this point:
3.3.1. You must sign and return the Agreement; and
3.3.2. pay the requested deposit sum (if any).
We will then start to carry out the Services in accordance with the Agreement.
3.4. If You are under the age of 18 You may not purchase any services from Us.

4. The Services
4.1. We will carry out the Services in accordance with the Proposal.
4.2. For project-based services, the Term of the Project set out in the Proposal is simply given as a guideline based on Our experience of previous projects. Time estimates may vary and be subject to change.
4.3. Retainer services will be provided until terminated in accordance with clause 13.
4.4. Ad-hoc services will be provided for the amount of time purchased at the outset and will continue as instructed or terminate once the time is spent, in accordance with clause 13. Termination is irrespective of whether the task is complete. If further time is required to complete a task or tasks, you must request further time spent which, if we are able to accommodate, will be further charged by the hour.
4.5. We will aim to begin work at the Start Date, however, this Start Date is simply given as an estimate and may be subject to variation.
4.6. Our carrying out of the Services might be affected by events beyond Our reasonable control. If so, there might be a delay before We can restart the Services, having made reasonable efforts to limit the effect of any of those events and having kept You informed of the circumstances, but We will try to restart the Services as soon as those events have been fixed.

5. Meetings

5.1. All meetings—whether held virtually, by telephone, or in person—are included within the hours allocated under a Block Retainer, Monthly Marketing Partner Agreement, or Care Plan+. Meeting time is tracked and deducted from your available hours on a per-minute basis.
5.2. This includes time spent in pre-arranged meetings, as well as calls and follow-up discussions relating to the Services.
5.3. Meeting time is recorded using Our standard time tracking system. If this contributes to Your monthly time allowance being exceeded, any additional time will be chargeable in line with clause 8.
5.4. Meetings will be scheduled during standard Working Hours only, unless agreed otherwise in exceptional circumstances.

6. Our Responsibilities
6.1. We will:
6.1.1. Perform the Services with due regard to the Proposal;
6.1.2. Inform You of any progress in the performance of the Services and, upon becoming aware of any issue that may materially affect the progression or quality of the Project, and any information, decision or action required in mitigation;
6.1.3. Act on Your behalf in the matters set out in the Proposal or in relation to any project procedures agreed with You from time to time, subject to Your prior written approval; and
6.1.4. Make no material alteration to the Services or an approved design without Your prior written consent, except in an emergency, whereupon We shall confirm such actions to You without delay.
6.2. We do not anticipate that drawings, designs or similar documents will be provided to You in advance of Us commencing the Services. However, if provided, any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the Services nor a guarantee of specific results.
6.3. We shall not disclose Confidential Information unless:
6.3.1. Disclosure is necessary for the proper performance of the Services, or in order to take professional advice in relation to the Contract or the Services, or in order to obtain/maintain insurance cover as required by the Contract;
6.3.2. It is already in the public domain other than due to wrongful Use or disclosure by Us; or
6.3.3. Disclosure is required by law or because of disputes arising out of or in connection with the Contract.

7. Your Responsibilities
7.1. You acknowledge that Our ability to carry out the Services is dependent upon Your full and timely cooperation and as such, you agree that, throughout the duration of the Project, You must:
a) co-operate with Us in all matters relating to the Services;
b) Provide Us, in a timely manner, with all requisite information in Your possession, or which is readily obtainable, and which We reasonably advise is necessary for the proper and timely performance of the Services, and We shall be entitled to rely on such information;
c) Make decisions and give approvals and necessary for the proper and timely performance of the services;
d) Notify Us as soon as reasonably practicable if Your cyber security has been compromised in any way; and
e) Inform Us of any changes required to the Services and agree steps to mitigate the consequences of such change.
7.2. You acknowledge that, if Our performance of the Services under the Contract is prevented or delayed by any Act of Omission from You, or your employees or agents, We shall:
a) Not be liable for any cost, charges or losses sustained or incurred by You that arise directly or indirectly from such prevention or delay;
b) Be entitled to payment of[the Fees despite any such prevention or delay; and
c) Be entitled to recover any additional costs, charges or losses We sustain or incur that arise directly or indirectly from such prevention or delay.
6.3. You shall not disclose Confidential Information unless:
a) Disclosure is necessary to take professional advice in relation to the Contract or Services;
b) It is already in the public domain other than due to wrongful Use or disclosure by You; or
c) Disclosure is required by law or because of disputes arising out of or in connection with the Contract.

8. Changes to the Service
8.1. Any changes You request to the Services must be made in writing to Us.
8.2. Any desired changes to the Proposal must be communicated promptly.
8.3. If We can accommodate the same, We will send You confirmation of acceptance and a quote for such services. You must accept the quote before any additional services are provided.
8.4. Any changes to previously approved work requiring additional Services will be subject to additional fee billing in accordance with clause 8.
8.5. We reserve the right to reject any work, including work which We believes to be unlawful, immoral or could prejudice Our reputation.

9. Charges and payment
9.1. In consideration for the provision of the Services, You shall pay Us in accordance with this Clause 8.
9.2. Projects will be charged on a fixed-fee basis, as set out in the Proposal. This fee is incurred at commencement of the Project and is due and payable upon Completion of the Project or upon Termination, in accordance with clause 13 and less the Deposit paid at the outset of the Project.
9.3. Retained services will attract an initial set up fee and thereafter, a monthly fee as set out in the Proposal, payable monthly in advance and by Direct Debit.
9.4. Ad-hoc services will attract an initial deposit, then charged on a time-spent basis for the amount of time requested by You. The balance of the fee is due and payable upon receipt of the invoice, which will be issued monthly.
9.5. If you are an existing customer, ad-hoc service charges will be added to your existing invoices.
9.6. All amounts payable by You are exclusive of Value Added Tax (VAT) unless specified, for which You are liable to Us at the prevailing rate (if applicable).
9.7. Any additional fees or charges incurred within the month, over and above the Monthly Fee or in addition to the Project Fee, will be calculated and invoiced on a separate invoice in the following month.
9.8. You agree that We may debit, or facilitate the debit of, sums due to Us for each invoice, within the following timeframes:
(a) the Charges will be debited within fourteen days; and
(b) any additional charges and fees outside due which are outside the scope of the Package will be debited within seven days.
9.9. You fail to make any payment due by the due date for payment, then, without limiting Our remedies under clause 13 (Ending the Agreement):
(a) You shall pay interest on the overdue sum until payment is received by Us. Interest under this clause will accrue each day at 8% a year above the Bank of England’s base rate from time to time, such an amount not less than 8%;
(b) We may suspend the Services until payment has been made in full.;
(c) We shall use Our discretion in respect of the failure if it becomes apparent that failure was not Your fault.
9.10. You must maintain Your Direct Debit with the Us at all times, unless an alternative form of payment method has been agreed in writing. When we intend to make any changes to your automatic Direct Debit payment, We will notify you by email at least 5 working days in advance of the payment being taken, or such other period as we may agree.
9.11. We may charge You a lower or higher amount than stated in the Scope of Works and this might occur for a number of reasons, including but not limited to:
9.11.1. Change in Your requirements under the Services;
9.11.2. the timescale in which You need Us to perform the Services changes;
9.11.3. a requirement by You or necessity for additional Services;
9.11.4. the Services differ from what We agreed before We started carrying out the Services; and
9.11.5. it becomes clear the extent of Services We will need to carry out is different from what We agreed before We started carrying out the Services and We could not have reasonably foreseen this.
9.12. We will aim to invoice You on a monthly basis or as set out in the Proposal. Please contact Us Using the contact details set out in the Agreement for services, if You want any further information on Your bill or have a query on it.
9.13. We accept bank transfers and payments.
9.14. If You fail to make a payment due Us under this agreement by the due date, then, without limiting Our remedies under clause 13 (Ending the Agreement), You shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
9.15. Simple interest under this clause will accrue each calendar day from the day after the due date, at a rate of 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
9.16. The price of Our Services:
9.16.1. is in pounds sterling (£)(GBP); and
9.16.2. excludes VAT.
9.17. If You ask Us to undertake additional Services, these may be performed on an additional fee basis. We will provide You with an outline of the additional Services and fee for those additional Services upon Your request. Any additional Services shall be subject to all terms and conditions of this Agreement.
9.18. Should You instruct Us to carry out additional works following Completion of the Project, a new Proposal will be submitted.
9.19. All amounts due from You to Us under the Contract shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Publicity
10.1. Where the project is published or exhibited, We require full and accurate credit.
10.2. We require specific authorisation in writing in advance for all publicity utilising Freshonline Marketing Limited with project promotion.
10.3. If this Agreement is terminated prior to the completion of the Services, You can only Use any interim designs for Your own personal or internal purposes unless We give You specific written consent.

11. Intellectual Property
11.1. We shall own all design rights, copyright, patent rights and other intellectual property rights in all designs, deliverables, concepts, strategy and websites developed under the terms of this Agreement, even where these have been commissioned by You, except where We specify in writing. This clause generally asserts Our moral right to be identified as the author of such work.
11.2. No part of any of Our designs or other works may be registered under the Registered Designs Regulations 2001 by You without Our prior written knowledge.
11.3. We shall have the right to publish images and other information relating to the Project and You shall give Us access to the Project within a reasonable time following Completion of the Project for this purpose.
11.4. To the extent that our Fees and other amounts are properly due and paid, You shall have a licence to copy and Use all drawings, documents and designs provided by Us in either paper or digital formats.
11.5. If You would like Us to assign Our copyright and ownership of Our designs, We can do so for a fee and this will be subject to a separate Agreement under which We may retain the right to Use, re-Use, distribute, modify and edit the designs.
11.6. We shall not be liable for Your use, in any way, of the designs, which have been provided in either paper or digital formats, other than for the purpose for which they Were prepared and provided by Us.
11.7. If, at any time, You are in default of payment of any fees or other amounts properly due, We may suspend further Use of the licence and any sub-licences for the designs or use of any website to which the unpaid monies relate on giving 7 days’ notice of the intention to do so. Use of the licence may be resumed on receipt of such outstanding amounts.
11.8. Should this Agreement terminate, for any reason, before Completion of a Project has taken place, even if our Fees have been paid in full, any licence granted by way of this Agreement shall also be terminated, unless We agree otherwise.
11.9. The Fee for the performance of the Services shall include all royalties, licence fees or similar expenses for the making, Use or exercise by Us of any invention or design patents, etc. for the purposes of performing the Services during the Project or Retainer.

12. Confidentiality
12.1. All information relating to Your business operations shall be treated as confidential information to Freshonline Marketing Limited. Any such information shall be Used solely for the purpose for which it was provided and upon conclusion or termination of this Agreement shall return all confidential information to the You if so desired.
12.2. We reserve the right not to disclose information or details of Our suppliers.

13. Your privacy and personal information
13.1. Our Privacy Policy is available at https://freshonline.net.
13.2. Your privacy and personal information are important to Us. Any personal information that You provide to Us will be dealt with in line with Our Privacy Policy, which explains what personal information We collect from You, how and why We collect, store, Use and share such information, Your rights in relation to Your personal information and how to contact Us and supervisory authorities if You have a query or complaint about the Use of Your personal information.

14. Ending the Agreement
14.1. Project-based Services will automatically terminate upon Completion, unless we notify you otherwise.
14.2. If you wish to terminate the Project Services during the term of the Project and ahead of Completion, you will be required to give Us Notice to Terminate.
14.3. The total cost of the Project Services will be due and payable even if you terminate the Contract during the Term.
14.4. Retained Services are for a minimum term of six months. If you wish to terminate the Retained Services during this time, you must serve us a Notice to Terminate, and the full cost of the Services (less any sums paid to date) will be due and payable upon expiry of the Notice.
14.5. After the minimum six-month term has expired, Retained Services are terminable on one month’s notice by serving us with a Notice to Terminate.
14.6. Ad-hoc services will automatically terminate once the time block purchased has been spent, (unless you purchase additional time) or after six months has elapsed, whichever is sooner. This is irrespective of the completion of the tasks worked on.
14.7. If you wish to terminate the Ad-hoc Services prior to the block of time having been spent, you will be required to give Us Notice to Terminate.
14.8. You will be charged for the time spent to date, rounded up the nearest hour.
14.9. If either party fails substantially to perform in accordance with its terms, this Agreement may be terminated by the other party upon service of a Notice to Terminate.
14.10. We may also suspend or terminate performance of any or all of the Services and other obligations under the Contract by giving You at least 7 days’ written Notice to Terminate on the following grounds:
14.10.1. We are prevented from or impeded in performing the Services for reasons beyond Our control;
14.10.2. Force majeure; and
14.10.3. Any other reasonable grounds for suspension or termination of the Contract.
14.11. In the event of termination, We shall cease performance of the Services and/or other obligations under the Contract in an orderly and economical manner on the expiry of the notice period after receipt or issue of a Notice of Termination.
14.12. Where a breach is remediable and the party in breach has not remedied the breach within 30 days of receiving notice, the Agreement may be terminated immediately (without prejudice to other remedies available under this Agreement or Your statutory rights).
14.13. Performance of the Services and/or other obligations may be terminated immediately by Notice to Terminate from either Party if:
14.13.1. The other Party becomes bankrupt or is subject to a receiving or administration order, and/or goes into liquidation, and/or becomes insolvent (as defined in the Housing Grants, Construction and Regeneration Act 1996), and/or makes any arrangements with creditors; or
14.13.2. the other Party becomes unable to perform its obligations through death or incapacity.
14.14. If this Agreement is ended it will not affect Our right to receive any money which You owe to Us under this Agreement. You shall be required to make payment in full for the full Services performed up to the date of termination date.

15. Limitation on Liability
15.1. Except for any legal responsibility that We cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of Your personal information, We are not legally responsible for any:
15.1.1. losses that Were not foreseeable to You and Us when the Agreement was formed;
15.1.2. losses that Were not caused by any breach on Our part;
15.1.3. business losses; or
15.1.4. losses to non-consumers.
15.2. Where You are a trade client (i.e. not an individual consumer):
15.2.1. We shall not be liable for consequential, indirect or special losses;
15.2.2. We shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of data; loss of Use; loss of production; loss of Agreement; loss of opportunity; loss of savings; harm to reputation or goodwill.
15.2.3. Our total liability shall not exceed the sums payable by You under the order to which the alleged liability relates;
15.3. In respect of any claim by You under the Contract, Our liability shall be limited to such sum as shall be agreed between the parties or adjudged by the Court to be the proportion of the loss to You caused by Our failure to exercise reasonable skill, care and diligence in the performance of Our duties under the Contract. This proportion is to be calculated on the basis that:
15.3.1. All other consultants, contractors and other professionals providing work or services for the Project are deemed to have provided to You contractual undertakings in respect of their work or services on terms materially no less onerous that those which apply to Us under this Contract;
15.3.2. There are deemed to be no exclusions or limitations of liability or joint insurance or co-insurance provision between You and any other persons referred to in this clause;
15.3.3. All the persons referred to in this clause are deemed to have paid to You such sums as it would be just and equitable for them to pay having regard to the extent of their responsibility for that loss or damage.
15.4. In any such action or proceedings:
15.4.1. Our liability for loss or damage shall not exceed the amount of Our professional indemnity insurance; and
15.4.2. No employee of Freshonline Marketing Limited or any agent of Freshonline Marketing Limited shall be personally liable to You for any negligence, default or any other liability whatsoever arising from performance of the Services.
15.5. We have no liability whatsoever for delays or damage caused by third-party suppliers or service providers.

16. Entire Agreement
16.1. This Contract (define as the Agreement, Proposal and Ts and Cs) by Freshonline Marketing Limited herein represents the entire understanding and Contract between the parties hereto relating to the Services and supersedes any and all prior Agreements, whether written or oral, that may exist between parties regarding it. The terms and conditions of this Contract shall govern any other documents that may conflict with this Contract. No amendment or modification to this Agreement or any waiver of any provisions hereof shall be effective unless in writing and signed by both parties.
16.2. If any clause or part of any clause of the Contract is ruled by the courts or declared to be invalid or unenforceable in any way, it shall be severed from the Contract and this shall not affect any other clause of the Contract, nor the validity of the remaining clauses of the Contract, which shall remain in full force.
16.3. Neither Party shall at any time assign the benefit of the Contract or any rights arising under it without the prior written consent of the other. Such consent shall not be unreasonably withheld.
16.4. We reserve the right to subcontract performance of any part of the Services without notice to you. Any such subcontracting shall not relieve Us of responsibility for carrying out and completing Services in accordance with the Contract.
16.5. The Parties may, by agreement, novate the Contract on terms to be agreed.

17. Disputes
17.1. We will try to resolve any disputes with You quickly and efficiently.
17.2. If You are unhappy with:
17.2.1. Our service to You; or
17.2.2. any other matter
please contact Us as soon as possible.
17.3. Any complaints will be dealt with in accordance with Our internal complaints procedure, in the first instance.
17.4. We may attempt to settle any dispute with You under this Contract by negotiation or mediation, or either party may refer the matter to adjudication or legal proceedings.
17.5. If You want to take court proceedings, You agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
17.6. The laws of England and Wales will apply to this Agreement.

18. Third party rights
18.1. There is no intention to grant rights to third parties pursuant to the Contracts (Rights of Third Parties) Act 1999, other than to lawful assignees, and as such, no one other than a party to this Agreement has any right to enforce any term of this Agreement.